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PROSPECTUS SUPPLEMENT NO. 2                     Filed Pursuant to Rule 424(b)(3)
(TO PROSPECTUS DATED NOVEMBER 6, 1998)               Registration No.: 333-58541


                                  $103,500,000

                                    GENESCO

                 5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2005

[GENESCO INC. LOGO]

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         This Prospectus Supplement No. 2 supplements and amends the Prospectus
dated November 6, 1998, as amended by Prospectus Supplement No. 1 dated 
December 1, 1998 (as amended, the "Prospectus"), relating to the resale from
time to time by the holders of up to $103,500,000 aggregate principal amount of
5 1/2% Convertible Subordinated Notes due 2005 (the "Notes") of Genesco Inc., a
Tennessee corporation ("Genesco" or the "Company"), and the resale of shares of
Common Stock, par value $1.00 per share (the "Common Stock"), of the Company
issuable upon the conversion thereof (the "Conversion Shares").

         The table on pages 30 through 31 of the Prospectus which sets forth
information with respect to the Selling Securityholders (as defined in the
Prospectus), the respective amount of Notes beneficially owned by each Selling
Securityholder, the respective amount of Notes being offered by each Selling
Securityholder, and the number of shares of Common Stock offered pursuant to the
Prospectus is hereby amended as follows:

                                                                                   

The addition on pages 30 and 31 of:

         "National Union Fire Insurance Co. of Pittsburgh........$625,000.......$625,000.....29,698"

         "SG Cowen Securities Corp...............................$4,000,000.....$4,000,000...190,069"




         The Prospectus, together with this Prospectus Supplement No. 2, 
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act of 1933 with respect to offers and sales of the Notes and the
resale of shares of Common Stock issuable upon conversion of the Notes.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


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          THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 16, 1998.